Club By-Laws

BY-LAWS

FOR

MIDMICHIGAN MULTISPORT RACING CLUB

A Michigan Non-Profit Corporation

ARTICLE I

Purposes and Objectives

1.1 Mid-Michigan Multisport Racing Club (“Corporation”) has been established as a non-stock, non-profit corporation under the laws of the State of Michigan, and shall be operated to accomplish the following purposes and objectives:

To foster and promote interest and participation in triathlons, duathlons, and other multisport events by amateur athletes.

To conduct educational programs and to provide information through clinics, publications, and other means regarding triathlons, duathlons, and other multisport events, to members of the Club and the community, including but not limited to information and educational programs regarding training, health and wellness, fitness, and nutrition.

To organize, sponsor and promote triathlons, duathlons and other multisport events. To accomplish its purposes and objectives, the Corporation will have authority to engage in activities and to enter into transactions consistent with the provisions set forth above but such activities shall be consistent with the Articles of Incorporation and these By-Laws.

1.2 Tax Exempt Status. All terms and provisions of these By-Laws and all operations, programs and projects undertaken by the Corporation, shall be construed, applied and carried out in compliance with provisions of Internal Revenue Code Sections 170( c )(2) and 501 (c )(3) so that gifts, contributions and grants to the Corporation will be deductible by donors for Federal income tax purposes. Also, to the extent possible, consistent with the Articles of Incorporation and the terms and provisions of these By- Laws, all operations of the Corporation shall be carried out so as to render the Corporation exempt from State of Michigan and local taxes.

ARTICLE II

Business Office

The Corporation’s principal office shall be at the registered office or at such other convenient location in the Midland, Bay, or Saginaw Counties, Michigan, as determined by the Board of Directors.

ARTICLE III

Board of Directors

3.1 Number of Directors. The number of members of the Board of Directors shall be not less than five nor more than eleven, as determined from time to time by the Board of Directors.

3.2 Election and Terms of Directors. The incorporator Craig Elford shall appoint the initial members of the Board of Directors. The initial Board of Directors

shall serve until a new Board is elected at the first membership meeting. Each Director’s term shall be three years and shall continue until the membership has elected (or re-elected) a person to fill the Director’s position at the membership’s annual meeting. There shall be no limitation as to the number of consecutive terms that an individual may serve as a Director.

3.3 Resignation of a Director. A Director may resign by signing written notice of resignation to the Secretary of the Corporation.

3.4 Removal of a Director. A Director may be removed as a Director due to non-attendance at Board meetings _or other good cause as determined by a two-thirds vote of the Directors who are present at a duly convened meeting of the Board of Directors.

3.5 Appointment of a Replacement Director. If a vacancy occurs on the Board of Directors due to a Director’s death, resignation or removal, the Board shall appoint another person to serve as a replacement Director for the remainder of the term of that vacant

Directorship position.

3.6 Board Meetings. Meetings of the Board of Directors shall be convened and conducted in accordance with the following provisions:

Regular Meetings. Regular meetings of the Board of Directors shall be convened at periodic intervals as determined from time to time by the Board. There shall be at least four regular Board meetings each year.

Special Meetings. Upon written request of a majority of Directors, the President (or in the event of the President’s absence or unavailability, other officers of the Board in the following order of priority: Vice- President, Secretary, Treasurer) shall be required to call a special meeting of the Board of Directors.

Notice of Meeting. The Corporation’s Secretary, or other officer acting in place or in behalf of the Secretary, shall give each Director, personally or by mail or telephone call, at least eight days advance notice of the time and place of a regular meeting and at least seventy- two hours days advance notice of a special meeting of the Board of Directors. Before or at any regular or special meeting of the Board of Directors, any Director may waive his or her entitlement to receive advance notice of the meeting by giving such written waiver to the Secretary. A Director’s attendance at a meeting of the Board of Directors shall be deemed to constitute that Director’s waiver of entitlement to receive advance notice of that meeting.

Action of Directors Without Meeting. Notwithstanding any of the foregoing provisions, without convening a Board of Directors’ meeting, Directors may take action and make determinations within the power of the Board of Directors under these By-Laws upon written statement or directive signed by all of the members of the Board of Directors and such statement or directive shall be inserted in the Corporation’s record book.

Place of Meeting. Each meeting of the Board of Directors shall be held after due notice in one of the Midland Grace A. Dow Public Library Conference Rooms, Midland Michigan, or at other location in Midland County, Michigan, as determined by the President with the approval of the Board.

Quorum. The presence of a majority of the Directors at a meeting of the Board shall constitute a quorum for the transaction of business. If less than a quorum is present at any duly convened meeting of the Board, a majority of Directors present may adjourn and continue the meeting to another time, provided that, the Secretary, or other officer acting in place or in behalf of the Secretary, shall give each Director, personally, or by mail or telephone call, at least twenty- four hours advance notice of the time and place of resumption of such an adjourned meeting.

Meeting Procedure. A meeting of the Board of Directors shall be presided over by the most senior officer of the Board present at the meeting, in the following order or priority: President, Vice-President, Secretary, Treasurer. Board of Directors’ meetings shall be conducted in conformity with Roberts’ Rules of Order or other parliamentary procedure acceptable to a majority of the Directors. Minutes of each Board of Directors’ meeting shall be prepared by the Boards’ Secretary or in absence of the Secretary by another person appointed by the presiding officer.

3.7 Powers and Duties. The Board of Directors as the governing board of the Corporation shall have the following powers and duties:

Oversee and review the operation of Corporation business, including the administration and investment of Corporation funds.

Adopt policies and procedures for the conduct of Corporation business consistent with the Articles of Incorporation and these By-Laws.

Approve programs and projects to be undertaken by the Corporation to accomplish its purposes and objectives.

Approve budgets for the Corporation and oversee the administration of Corporation funds and maintenance of financial records in accordance with generally accepted accounting principles. Authorize the conclusion of contracts and agreements between the Corporation and persons, firms, businesses or other agents to assist in the management and operation of Corporation business.

Authorize and approve acquisition of casualty and liability insurance for the Corporation, including officers’ and directors’ errors and omissions insurance policies.

Approve solicitation and request for gifts, contributions and grants from individuals, businesses and grant-making foundations, to provide funds for Corporation programs and projects.

Take other actions and engage in other types of transactions consistent with the Articles of Incorporation and these By- Laws as the Board of Directors deems necessary or desirable for the conduct of the Corporation’s business.

3.8 Voting. Each Director may cast one vote on each matter properly considered and decided upon by the Board of Directors. Directors shall not be entitled to vote by proxy. Any action or resolution of the Board shall require the affirmative vote of a majority of Directors who cast votes on that matter.

3.9 Action by Directors Without Meeting. Notwithstanding any of the foregoing provisions, Directors without holding a meeting may take action and make determinations within their power and authority under provisions of the Corporation’s Articles of Incorporation and these By-Laws, upon written declaration or directive signed by all of the members of the Board of Directors and such signed declaration or directive shall be inserted in the Corporation’s record book.

3.10 Committees.

The Board of Directors may appoint such permanent or ad hoc committees as it may deem appropriate to serve at the pleasure of the Board. Each such committee shall consist of at least one (1) member of the Board of Directors. Each committee shall have and may exercise such powers as shall be conferred or authorized by the resolution appointing it. Fifty-one percent (51 %) of the committee membership shall constitute a quorum for the transaction of business.

Each committee of the Corporation shall keep records of its acts and proceedings and shall submit such reports to the Board of Directors and committee members within 48 hours of any meeting or action. Failure to maintain such records or submit such reports, or failure of the Board to approve any action indicated therein will not, however, invalidate such action to the extent it has been carried out by the Corporation prior to the time the record of such action was, or should have been, submitted to the Board of Directors as herein provided.

Additionally, as soon as reasonably practicable the Board shall establish the following permanent committees:

(1) Finance Committee. The primary duties of the Finance Committee are to evaluate and assist in the directing of the day-to-day management of funds. The Finance Committee shall, in conjunction with the Treasurer, report to the Board of Directors each board meeting regarding the status of funds. The Finance Committee shall submit its financial records to such examination as the Treasurer or board considers necessary to determine the correctness of such records, and should submit a written report of the funds acquired, disposed and accumulated regularly, and at least annually, to the Treasurer and Board, said report to be submitted within thirty (30) days of the close of the Corporation fiscal year. The Finance Committee shall operate under the guidelines and directions of the Board of Directors, Treasurer, and Executive Committee. If, in the opinion of the Finance Committee, and the guidelines and directions of the Treasurer, Executive Committee or Board of Directors conflict, the Finance Committee shall request the Board of Directors to resolve any conflict.

(2) Executive Committee. The Executive Committee consists of the President, Vice-President, Secretary and Treasurer of the Corporation, and such other persons as the Board of Directors shall appoint from time-to-time. The Executive Committee shall meet upon the call of the President or any two (2) officers of the Corporation. If desired by the Board of Directors, the Board of Directors may, by resolution duly adopted, delegate to the Executive Committee the power to transact regular business of the Corporation and to act upon matters of an emergency nature between regular board meetings of the Corporation. Records of all meetings of the Executive Committee shall be kept and interim actions and recommendations made by the Executive Committee are to be presented to the Board of Directors for ratification at each meeting.

3.11 Reimbursement of Directors’ Expenses. The Board of Directors shall be empowered to authorize reimbursement for reasonable expenses incurred by Directors in the performance of their responsibilities in behalf of the Corporation. Except for such reimbursement of costs incurred, Directors shall not receive salary or other compensation for their services as Directors.

3.12 Electronic Participation. A member of the Board or a duly created committee may participate in a meeting by means of a conference telephone or similar communications equipment through which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this Paragraph constitutes presence in person at the meeting.

ARTICLE IV

Officers

4.1 Officer Positions and Duties. Following are set forth the positions and duties of Corporation officers:

President. The President of the Board of Directors shall be the Corporation’s principal executive officer having general administrative authority and responsibility for conduct of the Corporation’s business in conformity with policies and conditions determined by the Board.

Vice- President. If the office of President becomes vacant, or in case of the President’s absence or his inability to discharge the duties of his office, the powers and duties of the President shall devolve upon the Vice-President. Additionally, the Vice-President shall have other duties as may be delegated to him by the Board of Directors.

Treasurer. The Treasurer shall have general charge of all money and other property belonging to the Corporation, to disburse the same under direction of the Board of Directors, and to keep an accurate account of those transactions. In general, the Treasurer shall perform all duties incident to the office of the Treasurer and such other duties as from time to time may be prescribed by the President or by the Board of Directors.

Secretary. The Secretary shall keep minutes of the meetings of the Board of Directors, assure that all notices are given in accordance with the provisions of these By-Laws or as required by law, serve as custodian of Corporation records, and perform other duties as prescribed from time to time by the President or the Board of Directors.

Other Offices. The Board of Directors may establish other offices and designate the duties thereof.

4.2 Election of Officers. The initial officers of the Corporation shall be selected by the Incorporator. Thereafter, the officers of the Corporation shall be elected by a majority vote of Directors present at a duly convened meeting of the Board of Directors, to be held immediately subsequent to the annual membership meeting.

4.3 Terms of Officers. Officers shall serve until their resignation or removal pursuant to following paragraph 4.4 of this Article IV or until dissolution of the Corporation as provided in following paragraph 6.3 of Article VI.

4.4 Resignation or Removal of an Officer. An officer may resign by giving written notice of resignation to the President or Secretary of the Corporation. An officer may be removed from office for good cause as determined by a majority of Directors present at a duly convened meeting of the Board.

ARTICLE V

Indemnification

5.1 Conditions for Indemnification. The Corporation shall indemnify its present or former Directors, officers, employees, agents or representatives, against costs or liabilities incurred in connection with legal claims or proceedings resulting from such persons’ acts or conduct undertaken in good faith in behalf of the Corporation, provided that, the Board of Directors shall expressly determine that the indemnified persons had no reasonable cause to believe that their acts or conduct which are the subject of such legal claim or proceedings, were unlawful or improper. Costs and liabilities which shall be indemnified by the Corporation pursuant to the foregoing provisions of this paragraph 5.1, include the following:

Legal costs, including reasonable attorney fees, incurred in connection with the defense of a civil or

criminal suit or proceeding.

Liability imposed by judgment, decree, fine, penalty, or under provisions of a settlement agreement.

5.2 Assumption of Liability for Volunteers. The Corporation shall assume liability for acts or omissions of its volunteers, including volunteer Directors, provided that all of the following conditions are met to the Board’s satisfaction:

The volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority;

The volunteer was acting in good faith;

The volunteer’s conduct did not amount to gross negligence or willful and wanton misconduct;

The volunteer’s conduct was not an intentional tort; and

The volunteer’s conduct was not a tort arising out of the ownership, maintenance or use of a vehicle for which tort liability may be imposed as provided in Section 3135 of the insurance code of 1956, Act 218 of the Public Acts of 1956, being Section 500.3135 of the Michigan Compiled Laws.

5.3 Insurance. At the discretion of the Board of Directors, the Corporation may obtain insurance to protect the Corporation from liability and expense arising from its obligations under the provisions of this Article V.

ARTICLE VI

Miscellaneous

6.1 Contributions Subject to Conditions. Gifts, contributions and grants to the Corporation shall be subject to all terms and provisions of the Corporation’s Articles of Incorporation and these By-Laws. A contributor to the Corporation may specify conditions applicable to the contribution, provided that, any such restrictions shall be agreed to by the Board of Directors and shall be consistent with provisions of the Corporation’s Articles of Incorporation and these By-Laws.

6.2 Self-dealing. The Corporation shall not engage in any act of self-dealing as defined in Internal Revenue Code Section 4941 (d) or analogous provisions of future Federal law.

6.3 Excess Business Holdings. The Corporation shall not retain any excess business holdings as defined in Internal Revenue Code Section 4943(c) or analogous provisions of future Federal law.

6.4 Disqualified Investments, Distribution and Expenditures. The Corporation shall not make any investments, distributions or expenditures in such a manner as to subject it to tax under Internal Revenue code Sections 4944 and 4945 or analogous provisions of future Federal law.

6.6 Disposition of Corporation Assets in Event of Dissolution. In the event the Corporation is dissolved, its assets shall be distributed to the Midland Area Community Foundation, currently of 109 E. Main Street, Midland, Michigan, provided that, if the Midland Area Community Foundation is not qualified at that time as a tax exempt organization under Section 501(c)(3) of the Internal Revenue Code, the Corporation’s assets shall be distributed, to such other organization or organizations qualified as tax exempt charitable organizations under Section 501 (c )(3) of the Internal Revenue Code, as the Midland Area Community Foundation of Midland, Michigan determines will be able to administer and distribute the assets consistent with the purposes stated in Article II of the Corporation’s Articles of Incorporation. References herein to Section 501(c)(3) and other provisions of the Internal Revenue Code, shall be construed to include analogous provisions of any future federal tax code.

6.7 Amendment to Articles of Incorporation or By-Laws.The Articles or By-Laws may be amended or repealed, in whole or part, by a majority vote of all the then existing voting membership, or by the Board of Directors by 60% vote of all then serving Directors, at a duly convened, noticed and conducted meeting, consistent with the purposes and objectives of the Corporation and in compliance with applicable laws and regulations.

ARTICLE VII

Membership and Members Meetings

7.1 Requirements. To become a Member of the Corporation, a person must:

be an individual who is interested in, or participates in, triathlons, duathlons, or other multi-sport activities.

comply with the rules and regulations of the corporation;

complete the membership application form prescribed from time to time by the Board of Directors;

accept and support the purposes of the organization, and agrees to comply with the rules and regulations of the organization

timely pay such membership fees (if any are required) as may from time to time be adopted by the Board of Directors. Memberships have a term of one year or until the conclusion of the next annual membership meeting, whichever is later. The Secretary shall maintain a list of the name, address, and voting designee of all members, and a roster of the authorized voters. No person meeting these requirements shall be denied membership because of race, sex, age, handicap, religious belief, or national origin.

7.2 Voting. Each household with a Member of this corporation shall be entitled to only one vote per family household. Notwithstanding the number of individual members in a household, the household shall have only one vote. In the case of multiple members from family membership, the household shall designate the voting designee of the household authorized to cast the household’s vote, which designee must be eighteen (18) years of age or older. A member living in multiple households shall designate the household authorized to vote for the member.

7.3 Membership Classifications. The Board of Directors of the corporation shall have the authority, in its discretion, to establish additional non-voting membership classifications, and to determine the fees (if any) required of all memberships. The privileges of each membership shall be as established by the Board of Directors. Non- voting membership classifications may include sustaining memberships or associate memberships for persons, organizations or entities that wish to support the purposes and works of the corporation but do not participate in skating activity.

7.4 Suspension of Membership. The Executive Committee or Board of Directors shall have the power to suspend without prior notice the privileges of any voting or non-voting Member who shall exhibit a disregard for the principles and purposes of the corporation, including a failure to conduct himself or herself according to the values of good sportsmanship, honesty, safety, respect or responsibility.

7.5 Cancellation of Membership. The Executive Committee or Board of Directors may cancel the membership of any voting or non-voting member, but only after giving written notice ten (10) days in advance of such cancellation to (1) the Member, (2) the Executive Committee, and (3) the Board of Directors. Any person whose membership is canceled shall have a right to appeal to the Board of Directors by requesting reinstatement in writing within ten (10) days after such cancellation. The Board of Directors may reinstate any Member on such terms and conditions as the Board shall determine by majority vote of the Board. This power to cancel is in addition to those cancellation and termination powers set forth in Article VII, Section 7.1 (6).

7.6 Place of Meeting. All regular and special meetings of the Members shall be held at the registered office of the corporation or at such other places as the Board of Directors may designate.

7.7 Notice. Written notice of the time, place and purpose of a special membership meeting shall be posted in a conspicuous places in the corporation’s registered office at least 14 days prior to the meeting. Notice shall also be given by mailing or personally delivering the notice at least fourteen (14) days before the date of the meeting, to each Member of the corporation entitled to vote at the meeting. Notice by mail shall be deemed to have been given when deposited in the United States Mail, postage prepaid, directed to the Member at the address which appears on the records of the corporation. Written notice of the Annual Meeting of the Members shall be posted in the corporation’s registered office at least 14 days before the meeting. Notice shall also be given by mailing the notice at least (fourteen) 14 days before the date of the meeting, to each Member of the corporation entitled to vote at the meeting. Attendance of a person at a meeting of the Members constitutes a waiver of notice of the meeting except when a Member attends the meeting for the express purpose of objecting, at the beginning of the meeting to the transaction of any business, because the meeting was not lawfully called or convened. If the member has agreed to electronic notice, notice may be given to the member’s electronic mailing address instead.

7.8 Annual Meeting. An annual meeting of the Members of the corporation shall be held as soon as practicable on or after March 1 of each year, at a location, date and time designated by the Board. The purpose of the annual meeting shall be the election of Members to the Board of Directors, to report to the membership upon the status of the corporation, and to conduct such other business as may require a vote of the Members of the orporation or that the Members may choose to act upon.

7.9 Special Meetings. A special meeting of the Members may be called by the President of the corporation upon a written petition signed by at least three (3) members of the Board of Directors of the corporation, or by a written petition signed by 20% of the voting Members of the corporation. When a special meeting is called by one of these methods, a notice shall be given to all Members stating the purpose of the meeting and specifying the time and place of the meeting, and what business shall be transacted at the meeting. Business transacted at the special meeting shall be only that specified in the notice.

7.10 Adjournment. When a meeting is adjourned to another time and place, it is not necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting, only such business is transacted as might have been transacted at the original meeting. However, if after the adjournment the Board of Directors fixes a new date for the adjourned meeting, a notice of the adjourned meeting shall be given to each voting Member in accordance with this Article.

7.11 Record Dates. For the purpose of determining those entitled to notice or to vote at a meeting of the Members or an adjournment thereof, the record date shall be the close of business on the date ten (10) days before the date on which notice is given.

7.12 Quorum. A quorum at the meeting of the Members is constituted by twenty percent (20%) of those who are then eligible to vote. A withdrawal from a meeting of any Member, attending in person, after the commencement of the meeting, shall have no effect on the existence of a quorum after a quorum has been established at such meeting.

7.l3 Election of Board. At each annual meeting of the Members hereafter, the Members of the corporation shall elect Members of the Board of Directors of the corporation. The Members of the Board of Directors shall be elected by a plurality of the votes cast at an election.

7.14 No Proxy. Members shall not be entitled to vote by proxy.

INCORPORATOR’S

ADOPTION OF BY-LAWS

The undersigned Incorporator of the above corporation, a Michigan non-profit corporation, certifies that the foregoing document was approved and adopted by the undersigned as the By-Laws of the Corporation on February 1st, 2012.